There is a need for a high-resolution two-dimensional focal plane array (FPA) with single photon sensitivity (SPS), pulse amplitude storage, and GHz bit rates that can record both the time (with <250 ps jitter) and amplitude (>10 bits) from multiple returns from a single laser pulse. Such a system has the potential to significantly reduce LADAR size, weight, and power (SWAP) by alleviating the laser requirements. In this program, a high gain (>1,800), low excess noise (k<0.03) linear-mode APD will be configured into a focal plane that is capable of recording the time of flight (TOF) of up to 128 pulse returns per frame for each pixel in the FPA. The prototype LADAR receiver will be demonstrated in Phase I, and in Phase II, a ROIC integrating a low-noise, multi-GHz amplifier into each unit cell will be designed and integrated into a 32 x 128 focal plane array, with SPS, ns pulse pair resolution, and <25 psec TOF time stamps.